Lips
by shadowglove
Summary: SLASH. Viola's team was never dropped and Sebastian DID go to Illyria. Suddenly Duke finds himself fascinated with his new roommate and best friend, or better said, with his LIPS, and finds himself jealous of the girl he'd once wanted for his own.


**Disclaimer: I do not own She's The Man.**

_This is written for my Slash Jealousy Prompt Table on LJ. Prompt Word #10: Lips._

Duke/Sebastian (the REAL SEBASTIAN) SLASH. Don't like? Don't read.

AU She's the Man in Which Sebastian _did_ go to Illyria from the beginning.

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Duke wasn't like this before.

He'd been normal, he'd had the _hugest_ most _pathetic_ crush for _three whole years_ on Olivia Lennox for crying out loud.

And then Sebastian Hastings had had to come and ruin it.

From the moment Sebastian had entered the dorm room, wearing a black shirt that promoted a band Duke had never heard of, shouldering a guitar case and holding two large duffle bags, the muscles in his arms straining under the weight…Duke had known that nothing was going to be the same again.

Sebastian had been cool in a mysterious way, not being unfriendly yet not exactly overly eager either, and both Toby and Andrew had been intrigued as well as Sebastian gave them a quick nod, introduced himself, and then proceeded to quietly ignore them, putting his things away.

Duke had then gone out with his two friends and when he'd returned Sebastian was already on his bed, strumming on his guitar, not noticing his arrival due to how into it he was. Every couple of strokes he'd reach over, grab the pen on the bed, and write on the notepad in front of him before dropping the pen and strumming on the guitar again.

Not wanting to disturb, Duke went to the bed and laid down, grabbing one of the many sports magazines he had next to him. He didn't say a word, didn't even read anything in front of him.

He listened to Sebastian as the boy slowly began composing a song, humming to himself as he did so, trying different cords and arrangements, making grunting sounds that betrayed whether he liked a certain arrangement or not.

Duke found it oddly fascinating.

When Sebastian, obviously not exactly pleased with what he had so far (although Duke was amazed) finished he turned to Duke and smiled. "Hey Roomie."

And that was when it happened.

That was the moment Duke truly noticed Sebastian's lips.

He would never understand what exactly about them attracted him, but it was nearly sinful.

He'd been horrified.

Those lips belonged to _another guy_.

"Hey." Duke looked back down at his magazine. "So, you're, uh, a musician."

_Way to state the obvious, Orsino_.

Sebastian's smile grew. "Yeah, I'm in a band, we actually have a gig in London in a week's time, I have special permission to miss those days at school since it's somewhat of a big deal."

Duke grinned at the flippant way the other guy said that. "London? That's cool."

"I know, I've never been there before, but it'll be fun." Sebastian stood and put away his guitar and pencil and paper. "So you're into soccer, huh?"

Duke was surprised. "How did you know?"

Sebastian snickered. "Your friends were carrying a ball around and talking about practice for the team?"

Duke looked down at his magazine again, embarrassed. "Yeah, uh, tryouts actually. We had tryouts today."

"How'd you do?" Now that everything was put away Sebastian collapsed back on the bed, turning to look at Duke.

"I made first string." He paused. Sebastian didn't look like someone who knew much about any kind of sports. "That's when---."

"I know what first string is." The musician's lips curved as he turned and looked up at the ceiling. "My twin sister, Viola, is a big soccer buff. She's on the girl's soccer team at Cornwall and she will be the death of our mom because while mom is trying to get her to agree to go to the _debutant_ socials and stuff Viola just wants to play soccer and '_dress like her brother'_." His voice went shrilly when he said the last couple of words, obviously imitating his mom.

Duke was amused, before he realized something. "Cornwall? No way. That's our number one rival!"

"I know. I actually saw you once before, during one of the games. Illyria won, and you made Viola's boyfriend, Justin Drayton, cry like a baby."

Duke grinned brightly as he remembered that game. "Yeah! That was the best game of my life!" He made a face. "Your sister's going out with that jerk?"

"I actually like him." Sebastian admitted. "He's really into soccer and my sister, and since she's really into soccer and _him_ it's an even trade."

They continued talking late into the night, or, well, Sebastian did most of the talking and Duke just listened, fascinated, gaze never leaving those lips as they moved, forming each word. Even after the two boys stopped talking and turned off the light Duke was still riveted by those lips, and since Sebastian slept facing him Duke had had to finally turn away before he could finally calm down enough to sleep.

The next couple of days found Duke and Sebastian getting to know each other more and hanging out together in and out of their dorm. Toby and Andrew even liked Sebastian off the bat, which was odd since they hardly ever took to anyone who didn't obsess over soccer like they did.

Of course, it could mostly be due to their almost hero worship after the incident at Cesario's. The four of them had been at a booth talking while waiting for their meals to be served when a beautiful brunette girl had gasped Sebastian's name and hurriedly come to hug him. Sebastian had smiled and hugged her back, leaving a lazy arm around her waist, and had introduced her as Kia, a friend of his little sister.

It was obvious that Kia wanted to be more.

While he was still talking to Kia another beautiful girl, this time a dark girl, had gone looking for Kia from where she'd disappeared, saw Sebastian, and gave a little happy squeal before hugging him as well and telling him how much she missed him.

Andrew and Toby had watched on in silence as Sebastian introduced her as his sister's _other_ friend Yvonne, arms around both girl's waists---both girls glaring slightly at each other across his chest.

It was obvious both girls liked him.

They'd then left and Sebastian had snorted at Toby as the dark boy asked him what his secret was. According to the musician he _had_ no 'secret to babelicious success' but that theory was dashed when his girlfriend, a bitchy yet completely gorgeous blonde entered the restaurant and dragged him out with a disdainful look in Duke, Toby and Andrew's direction as if she felt they were _beneath_ Sebastian.

Duke had hated her immediately upon sight, and her attitude only made him dislike her even more.

"I'm thinking about dumping her." Sebastian admitted as they made their way to science. "She's hot, I know that, but I'm just not in love with her and its wrong to continue with her when all I want to do it duct tape her mouth closed all the time."

"But she's so _hot_." Andrew announced. "I'd put up with her mouth if she was that hot."

"You're welcome to her if you want." Sebastian smiled.

Those lips upturning at the sides.

Duke took in a deep breath.

_God_, those were gorgeous lips.

Shaking his head when he suddenly realized that he was staring and sighing, realized what he was _thinking_. Duke looked away, feeling stupid, feeling the blush rising up his neck.

"Lennox alert!" Toby chuckled as a pretty blonde and her brunette friend appeared, heading towards the classroom with them.

Duke was surprised to see that they had science together this year, but he wasn't as ecstatic as he should be.

"Lennox Alert?" Sebastian asked, curious.

"This guy here is pathetically in love with her." Andrew grinned, pointing his thumb in Duke's direction. "She's never given him the time of day, has actually been going out with a college dude up until like a week ago, but he dumped her, so she's vulnerable now and it's the _best_ opportunity this sucker has."

Duke wanted to punch Andrew for making him sound like such an _idiot_ in front of Sebastian.

"Sebastian!" Olivia smiled at the musician, grin on her face.

"Hey." Sebastian smiled back, giving her a little wave.

Duke frowned, feeling a little jolt of jealousy.

_Of Olivia_.

He'd never seen Sebastian smile like that before.

And he didn't like it.

Not when it was _Olivia_ getting the smile and not him.

Duke's eyes widened as he realized what was going on in his head.

_I'm not gay. I'm __**not**__ gay!_

"You know Olivia Lennox?" Toby whispered to Sebastian, shocked.

"I met her my first day here outside Principle Gold's office." Sebastian half-shrugged. "I bumped into her outside the office and she helped me pick up my stuff and read one of my half-finished lyrics. She liked it."

Duke was silent.

Sebastian must have taken it the wrong way because he turned and placed a hand on Duke's shoulder, giving it a little squeeze. "Don't worry man, I'm not going to go after her or anything. I plan on being her friend, but nothing else. She's not my type."

Duke smiled a little, not because of what Sebastian had said but because his arm was so warm on him.

Sebastian smiled back, leaving his hand where it was.

"Hey look! It's Eunice." Toby suddenly announced, grinning broadly.

Andrew rolled his eyes. "You have no hope, class, or taste, man."

Sebastian turned towards the girl in question and let go of Duke before talking to Toby about his attraction for the girl who freaked everyone else out. Duke missed the warmth.

It bothered him.

_I'm not gay…right?_

That question continued to plague him throughout the next couple of days, and yet they weren't enough for him to even think of trying to put distance between them. Duke taught Sebastian how to do some basic soccer tricks, and Sebastian taught Duke to strum somewhat harmoniously on the guitar.

And then the gig in London happened and Sebastian was gone.

Duke had only known the guy for a week and yet he missed him terribly.

He missed talking to Sebastian, listening to him, and he missed the way those sinfully beautiful lips curled in smiles.

He tried to explain away his fascination with those lips but all of his excuses seemed lame, and when he woke up one night sweaty, gasping for breath, and with something sticking on his chest and sheets, Duke knew he couldn't fool himself anymore. Not when he'd just had the best wet dream ever, a wet dream in which he'd gotten off at the sight of those lips wrapped around his cock…

_Damn_.

He'd decided to avoid Sebastian when the other boy returned until he got control over his feelings, but the moment the lanky musician entered the room, lips a bright smile, all hope of things going back to the way they used to be while Duke was still oblivious were dashed to pieces.

"You should have been there Roomie, we _rocked_! The brits _loved_ us!" Sebastian grinned, dropping his dufflebags on the ground and placing his guitar case reverently on the bed before grinning at Duke and passing him a stuffed Paddington Bear. This Paddington Bear was dressed in a Manchester United uniform and was holding a soccer ball. "I know it's insane to give another dude a _stuffed bear_, but I thought of you the moment I saw it so humor me just a little and pretend you don't want to chuck it back at my head."

Duke knew he was blushing as he took the stuffed bear and looked at it, grinning. "No man, this, this is cute." He was suddenly so nervous and awkward and didn't know how to act around the lanky musician. "Thanks, you didn't need to get me anything."

Sebastian studied him for a moment before smiling brighter and shaking his head, his shaggy hair falling into his face. "Don't worry, Orsino, I already told you that I saw it and thought of you, plus, I missed ya, and I got stuff for my family anyway."

Duke found himself hugging Paddington to his chest as Sebastian turned his back on him to begin unpacking. "So, what did you get _Monique_?" It was childish and it was wrong, Sebastian didn't even know that he'd turned Duke gay for him, and yet Duke could hear the spiteful way he'd said the girl's name and it made him cringe.

Thankfully, Sebastian seemed oblivious to this. "Nothing actually. I realized in London that she wasn't the one dominating my mind, I didn't even think of her once, so I went to visit her the first thing I came here and dumped her. It was for the best."

"Oh." Duke _so_ wasn't grinning at the news. "Tough man, sorry for you."

For some reason when Sebastian turned to face Duke once more he looked amused. "Yeah, heartbreaking."

The boys smiled at each other, and Duke held Paddington close to his heart, but at lunchtime when Olivia Lennox sat down at their table and began talking to Sebastian about his music, Duke's smile died a tragic death.

He mightn't know Sebastian completely, but he knew him well enough to know that he would never poach on the girl his friend supposedly liked, but that didn't make Duke feel any better to see how much Olivia was flirting with the musician, _or_ see Sebastian's lips curl in that smile that made him fume with jealousy.

Why did Sebastian always only smile like that for _Olivia_?

She really wasn't anything special.

Sure she was beautiful in that old Hollywood kinda way, and sure she was sweet, and _sure_ they seemed to have a lot in common unlike Sebastian and Duke who couldn't be any more different…

Duke looked up, jerked from his thoughts, at the feeling of Sebastian's hand on his. He blushed darkly at the amused curve of those lips and the way Sebastian's eyes twinkled almost knowingly.

"You back with us, Roomie?" Sebastian chuckled, hand still on Duke's. "You looked a million light years away."

Duke's heart raced frantically in his chest at the feeling of Sebastian's hand on his, and it was all he could do not to tighten the hold and freak the other boy out. "Sorry."

Olivia looked somewhat annoyed by Sebastian's attention being diverted from her to Duke but she still smiled at him. "We must be boring you. You aren't much into music, are you, Duke?"

Duke turned his gaze on her and said gaze _might_ have darkened and narrowed angrily at her for making it sound like he was some barbaric ignoramus who only knew how to kick a ball around.

Sebastian's hold on Duke's hand tightened reassuringly, the smile on his face never faltering as he returned his attention to Olivia. "Oh, I wouldn't know about that. I've been teaching Duke how to play the guitar and he's picking it up enviably fast."

"Oh." Olivia whispered, before smiling. "Why don't you teach me too? I always wanted to learn."

They continued to talk, and Duke was still fuming slightly, but he couldn't be quite as angry or insecure because while those lips were smiling at Olivia, that hand hadn't left _his_.

Duke didn't know if it was wishful thinking on his part, but things slowly began to change between him and Sebastian after that. The next couple of months found them best of friends, and yet he was beginning to wonder if either Sebastian was attracted to him as well or just a very touchy feely person.

_God_ he hoped it wasn't the latter.

Olivia was making herself a permanent fixture in Sebastian's life as his best female friend, and while before Duke would have been in heaven because she was in his presence so much, now he was only annoyed.

Why hadn't he realized before just how _annoying_ girls were in general?

Olivia in particular?

"I just think it's admirable, is all." Olivia gushed, smiling dreamily at Sebastian, sitting on his bed as he strummed on his guitar.

Duke didn't even think girls were allowed in the boys' dorms and yet here she was.

_Again_.

"Anyone would have laughed at Toby for liking Eunice, but _you_ encouraged him to ask her out and now they're one of the most lovey-dovey and happy couples in Illyria." Olivia continued. "People are _envious_ of them."

Sebastian smiled, though he didn't look up from where he was strumming on the guitar. "That's what I don't get. People are so into looks and stereotypes. Me? I learnt that my most miserable relationships were with 'perfect' people. I'm into free-love and loving the person for who that person is and not because of what society has to say."

Olivia was sighing dreamily.

Duke sent Sebastian a sideways glance, wondering if it'd been his imagination or if Sebastian had purposely said _person_ and not specified gender.

The musician chose that moment to look up from the strings he was strumming, his gaze meeting Duke's and a smile curved his lips. "Don't you agree, Roomie?"

Duke nearly dropped the book on guitar basics Sebastian was teaching him out of as he saw that smile.

He'd always been jealous of the special smile Sebastian had for Olivia, but this smile---Duke had _never_ seen _this_ smile before.

And it was _beautiful_.

"Uhm, right." Duke nodded, belatedly remembering that Sebastian had asked him something, not even sure what he was saying or agreeing to or, well, he was sure he looked like an idiot, that was for sure.

Duke had never been able to talk to girls, _never_. But with Sebastian it was different. While he still liked Sebastian _a lot_ he found it easy to talk to him, to bond with him, and yet sometimes something about the musician would just overload Duke's senses and he'd act like a retard.

What was worse was that Sebastian never taunted or teased him about it like any other person would have, he just gave Duke this amused and slightly tender smile that made Duke act like an even _bigger_ idiot.

God, he had it _bad_.

Duke groaned in embarrassment and covered his face with the book, completely forgetting that he wasn't alone in the room.

"You okay?" Sebastian was suddenly next to him, hand on his shoulder, kneeling before his, and pulling the book from his face, lips a worried frown. "What happened?"

And Duke was blushing as he realized that he was once more being a big idiot in front of his roommate and crush.

"I think he might have a fever." Olivia announced. "I mean, he's all _red_ all of a sudden."

Sebastian was silent, eyes searching Duke's face, before his hand reached out and felt Duke's forehead. "You don't _feel_ like you have a fever." His hand trailed down the side of Duke's face until he was momentarily cupping his cheek.

Their gazes met and Duke suddenly found it hard to breath, his heart racing madly in his chest.

Sebastian was smiling at him, hand still cupping his cheek, and Duke realized with horror that he'd leaned into the musician's touch.

Olivia's phone rang and she got up, giving them her back as she answered it.

The noise was enough to jar them apart, Duke calling himself a million stupid names.

"Hey," Sebastian's somewhat nervous voice made him look at him. "I'm going home for the long weekend, there's going to be this birthday party and my mother said I could invite any Illyrian friends, and I'm inviting you." There was a pause. "You wanna come home with me?"

Somehow Duke doubted Sebastian had meant it to sound the way he had. "Whose birthday would I be crashing?"

"Technically?" Sebastian grinned sheepishly, rubbing the back of his head. "_Mine_."

Duke's eyes widened in shock. "_Your birthday is this weekend_?"

"Well, it was my first day here, but since it's a long weekend we all waited to celebrate it then, with Vi, my twin." Sebastian explained, still on his knees on the floor, somehow his hand ended up resting on Duke's thigh. "So, you wanna come?"

_You have __**no**__ idea how much!_

Duke felt his blush returning at that perverted thought.

_I never realized just how __**dirty**__ my mind is._

"Uh, sure." Duke nodded, fighting his blush and his perverted thoughts that seemed to read sexual insinuations in everything the musician said. "I'd love to."

Sebastian smiled that smile again, that smile that left Duke breathless, before giving Duke's thigh a squeeze.

He got up and went back to his bed.

Duke winced as his body reacted to that squeeze, hardening and rising to attention. He grabbed his cushion and put it over his lap rapidly, embarrassed and needy and a little desperate, trying to think of anything gross and traumatizing.

_Anything_ to stop the painful throbbing beneath the cushion.

Olivia finished her conversation and Duke had never been gladder for her to steal all of Sebastian's attention as he was then. It gave him the time to calm down and _go down_.

It didn't help his heart that Sebastian would periodically send him a little smile, as if he knew and found it amusing.

Duke hoped to _god_ that it was his paranoia putting those thoughts in his mind.

But he couldn't be sure, and that worry continued bugging him throughout the rest of the week and even into the weekend as he accompanied Sebastian back to his home and met his mom (Daphne) and twin sister, Viola.

Viola was cool, and Duke had no problems talking to her because she was just like one of the guys. Plus, she was as much into soccer as him, and she'd seemed impressed and pleased when Duke had admitted to teaching Sebastian some tricks with the ball.

"I can't believe you actually taught him to bounce the ball on his head." Viola snorted in laughter before pausing and giving her twin a small smile as he talked to her boyfriend Justin (whom Duke was avoiding like the plague and visa versa). "You know, he's never been interested in the game before other than to support me." She sent Duke a sideways, sly glance. "So, how long have you two been together?"

Duke nearly choked on his drink. "What?"

"Come on, he finally dumped Monique all of a sudden, learnt some soccer tricks, _and_ all he does when we talk on the phone is talk about you." Viola announced, grin bright. "And from the way you can't take your eyes off of him, I can tell that the feelings are obviously returned so I don't see why you'd keep the relationship a secret."

Duke was speechless.

Viola thought him and Sebastian were in a relationship?

He blinked.

Sebastian talked about him?

_Really_?

He smiled slightly at that.

"Don't worry about mom or anyone, we all know Sebastian's bisexual." Viola patted Duke's shoulder. "When he told us he was bringing a _friend_ with him to the family party and he said it was _you_ it was only a confirmation of something we'd all already guessed."

Duke opened his mouth, closed it, opened it again, and then he blinked as he realized something. "Your mom has us sharing his bed even though she thinks that Sebastian and I are---?"

Viola leered teasingly at him, nudging him playfully in the ribs.

Duke went scarlet.

But he just couldn't find his voice to clear up the misunderstanding.

"Okay, you have my Roomie looking like a _tomato_." Sebastian announced, appearing by their side and flinging his arm around Duke, pulling the blushing and embarrassed boy close. "What did I tell you about bullying him?"

"To preferably _not_?" Vi grinned. "Don't worry though, I approve of him, he's sweet and incredibly innocent and naïve. A _big_ improvement from Monique." With that she winked and went to go save her boyfriend from her mother, who'd descended on him the moment Sebastian had joined Vi and Duke.

Despite the obvious misunderstanding in Sebastian's family, the musician didn't take his arm from around Duke's shoulders, and the soccer player didn't move out of his touch. If anything, Duke admitted that he might have leaned more into it.

"Well, _anyone_ is an improvement from Monique." He announced evenly.

Sebastian turned to look at him and smiled that smile, that special smile Duke believed was only for him, and he couldn't help but smile back, beginning to hope that maybe Sebastian _did_ know more than he let on and that Duke wasn't in as hopeless a situation as he sometimes thought he was.

Maybe God was somehow giving him a break.

He, of course, realized just how much God was against him that night as he laid in the same bed as Sebastian. They'd talked late into the night until Sebastian fallen asleep, facing Duke, and the other boy found himself fascinated by having Sebastian so close to him.

So achingly close, and yet so tauntingly far.

Yep.

God _hated_ Duke Orsino.

Duke frowned slightly when he remembered how Olivia had _had_ to call before going to bed to say goodnight to Sebastian, but his jealousy really wasn't as bad as it usually was because the whole while Sebastian had been talking to her on the phone he was looking and smiling at _him_, and he'd invited _him_ over to celebrate his birthday, and _he_ was the one everyone in the family thought was with Sebastian _not_ Olivia Lennox.

"_Sebastian_?"

Sebastian didn't react, clearly completely asleep.

Duke cleared his throat nervously, fighting with his basest instincts, before giving in and reaching forwards, running his thumb over Sebastian's bottom lip.

Unlike Duke's lips, Sebastian's were soft and smooth, causing Duke's fingertips to tingle as he trailed it slowly.

He wondered----he wondered what it would be like to _kiss_ Sebastian, to _feel_ those lips with his own, to _taste_ him, and God, _God_, Duke wanted to.

But wouldn't it be kinda creepy and stalker-like to just kiss the other guy in his sleep?

And what if Sebastian woke up while he kissed him?

"Are you just going to think about it all night while you fondle me or are you going to just kiss me already?" Came the tired and yet amused voice, those lips moving beneath Duke's thumb as Sebastian's eyes opened.

Duke's eyes widened.

"I---uh----I---I was wondering if it wouldn't be kinda creepy if you were asleep." He didn't deny anything, not anymore.

Sebastian chuckled. "Like fondling me while I'm asleep _isn't_ creepy?"

Duke pulled his thumb away, blushing scarlet. "Yeah, you might have a point there."

Sebastian stared at him in the darkness before smiling. He reached for Duke's hand, brought the thumb back to his lips, and then those lips encircled the digit in wet warmth as he sucked on it.

Duke's eyes went wide and he groaned as in seconds he was embarrassingly hard once more. "_Fuck_." He whispered, nearly whimpering. "_Sebastian_…"

The musician ran his tongue along the pad of Arthur's thumb, flicking the tip in an imitation of what exactly else he could be doing that to.

Duke closed his eyes at the pain that shot to his groin. "_Sebast---_." And then he'd pulled his thumb from the musician's mouth and finally did what he'd been wanting to do for so long, he brought his lips to Sebastian's own sinfully tempting ones and kissed him.

This wasn't exactly how Duke had planned for things to go, he'd have hoped to at least have spoken and cleared things up, maybe done a little more handholding and maybe a date before being in bed, straddling the musician who was lustfully groaning beneath him, lips locked in a mad yet urgent kiss.

"_God_ Duke," Sebastian whispered between kisses, arching up against him, bringing them closer into contact. "What _took_ you so long?"

Duke's only answer was to fist his hands in Sebastian's shaggy hair and take the kiss deeper, Sebastian whimpering in appreciation, hands trailing up the inside of Duke's shirt, fingernails against skin.

The blonde knew he was going to have to stop soon, to pull away, because while he was enjoying how things were going they needed a conversation _dammit_! He wasn't going to go any further with Sebastian until he was sure of what this meant to the musician, but for now he'd just enjoy tasting those lips that'd tortured him for so long.

"_Duke_…" Sebastian whispered his name reverently, in adoration.

And it was the tone that let Duke know that somehow this was all going to be okay, let him know that when he finally pulled away and they _talked_ he wouldn't be disappointed by what was going to be said.

Nibbling on Sebastian's bottom lip, Duke lost himself in the whimper of pleasure, in the feeling of nails biting into his back, of the arching that brought them so close together.

He'd pull away…

…in a minute.

"_Duke_…" Sebastian whispered.

Duke tightened his hold on the musician's hair and loved the sound Sebastian made in the back of his throat.

He'd pull away soon.

He _would_.

In a minute.

But for now he was just going to enjoy just how completely different things were going from how he'd expected it.

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**Yeah! The third of my prompt table done! **

**Review?**


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